Buying a business in France: what to check before paying

Before you pay for a business in France, write down exactly what you are buying and match it against the papers. A French appeal court decided a dispute over a small beauty salon in 2025. The buyer asked for the whole price back and lost: it had known some problems before the sale and could not prove others. It won on two points written in the deed of sale: the seller's promise not to compete, and one contract the deed described wrongly.

Most small businesses in France are sold as a fonds de commerce: the going business (customers, name, lease, equipment), without the company that owns it. Each section below says what to ask for, and where to look yourself.

General information, not legal advice. Official pages as published on 29 October 2026.

What passes to you, and what stays with the seller

The government's guide to selling a fonds de commerce (F37197) lists both sides:

Passes with the business	Stays with the seller, unless you agree otherwise
customers, sign and trade name	debts and money owed to the business: loans and trading debts "restent à la charge du cédant" (stay with the seller)
the right to the lease	the building, if the seller owns it
employment, insurance and lease contracts: they pass to you by law	other contracts, for example with suppliers
licences and permits of regulated trades, such as a bar or a pharmacy
furniture, equipment and tools

The seller keeps the books and accounts, but must keep them available to you for 3 years.

The same page advises listing exactly which goods are included "pour éviter les litiges éventuels" (to avoid disputes). Stock is valued separately. Digital items, such as the website, domain name, customer file and social media accounts, can be part of the sale too. List them.

A real case: a salon buyer who sued for the whole price

The case is the Cour d'appel de Limoges, 23 October 2025, RG n° 24/00528 (full text). It is one of the cases told in Buying a Small Business in France, a book by Grig Lien. A company that ran two beauty salons bought a third one: a small neighbourhood salon, run by the owner with one employee and an apprentice, opened more than ten years before. The day after the handover the employee asked to end the contract by mutual agreement, resigned in February 2023, and later opened a beauty salon. Few customers booked in the first days. The buyer sued for the whole price back, €60,283.70, saying the customers had been taken and some equipment was missing.

What the court decided, point by point:

The buyer's complaint	What the papers showed	Result
The only employee left	Before the sale, the buyer knew the employee did not want to stay, and got €5,000 off the price to pay for ending the contract	lost
Furniture missing, a machine broken	On the day of the sale both sides had initialled lists of the furniture and machines, attached to the deed. In the court's words, these lists "ont pour objet d'éviter tout litige" (exist to avoid any dispute). The only other evidence came from the apprentice, a minor, and the court did not accept it	lost
The customer file was too thin	The seller sent it 15 days before the sale: names, addresses and phone numbers, without the treatments. The court: if that was not enough, the buyer knew before the sale	lost
Customers were taken	The deed barred the seller from beauty work within 25 km. The seller later offered face-care workshops and a face massage inside that zone	won in part: €5,000 in damages and an order to stop
A leasing contract was not as described	The deed said the lease on one machine ended on 26 April 2023. Its payments had been postponed, so it ended on 26 October 2023	won: €2,581.30, the postponed payments

The lesson for a buyer: in this case, what the buyer knew before the deed could not be claimed later. Neither could a shortage the buyer could not prove. What the deed promised or got wrong could. So the work happens before the deed.

One more detail from the decision. The seller invited the buyer's manager to a farewell drink with the customers, and the invitation was declined. The court noted it. If the seller offers to introduce you to the customers, go.

What to get in writing before the deed

Ask for	Why
A list of every piece of furniture, machine and stock line, to be initialled and attached to the deed	they record what you received; in the Limoges case, the buyer could not prove anything was missing
A full copy of each contract that passes to you, with every later change, such as postponed payments	the deed gave a lease's original end date and missed a postponement of its payments
For contracts that do not pass by law, such as suppliers: how each one will pass, agreed in writing	the government guide says they are not included
The staff list: contracts, start dates, and who intends to stay	employment contracts pass with the business
What the customer file holds: names only, or also treatments and visits	the court held the buyer to what was handed over before the sale
The non-compete clause: distance, years, which activities	it was the clause that won the buyer €5,000
Turnover and operating result for the last 3 years, and the lease terms: dates, rent, renewal, landlord	the guide lists them for the deed; since 21 July 2019 the results of the last 3 years no longer have to be in it, so ask for them
The agreement of the seller's spouse, if the seller is married under shared-property rules (régime de la communauté)	the guide lists it among what the deed mentions

Registers to check yourself

BODACC (bodacc.fr), the official bulletin of company notices. When a court opens insolvency proceedings against a business, the judgment must be published there within 15 days. BODACC lets you open a free alert account that sends you, every day, the notices that match your search (F31195).
Annuaire des entreprises, the government's company directory. Its "Annonces et observations" tab shows whether a business is in insolvency proceedings (F31195).
The état d'endettement from Infogreffe, a statement of the security interests, guarantees and registrations published against a business or a person (Infogreffe). The complete statement costs €61.06 ordered online and sent by post; a statement for one type of registration costs €4.26 online (prices).
The town hall (mairie). Ask whether the shop is inside a perimeter where the commune can buy the business first. If it is, the seller must file a declaration; the mayor has 2 months to decide; without the declaration the sale "peut être annulée" (can be cancelled) (F37197, F22552).
For a bar. A change of owner or manager is a "mutation" of the drinks licence: the new operator declares it to the town hall (the prefecture in Paris, Alsace and Moselle) at least 15 days ahead with an operating permit, obtained after a training course of at least 20 hours over at least 3 days. A bar of the 3rd or 4th category that has been closed for more than 5 years is treated as closed for good: its licence "ne peut plus être transmise" (can no longer be passed on) (F22379). Ask when the bar last traded.

Do not pay the seller during the 10-day objection window

After the sale is published in BODACC, the seller's creditors have 10 days to object, and the buyer must not pay the price to the seller in that time. If creditors object, the price stays with a séquestre (the buyer's lawyer or notary), who shares it out among creditors within 105 days of the deed. The séquestre's fees fall on the buyer unless the deed says otherwise (F37197).

Where the listing fits

A listing for a French business rarely shows the contracts, the staff list or the non-compete terms. Those are your first questions.

Our free extension for Chrome and Edge reads a business-for-sale listing. "Open a business-for-sale listing and press “Download PDF”. You get a report on the 12 things a check of the business needs: what the listing says about each, and which ones it does not say." The report "reads only the listing page and no official records", so BODACC and Infogreffe are separate steps. "The extension does not guess: when the page is not clear, the line says “not stated”." Each "not stated" goes on your list for the seller.

Keep that PDF with the seller's written answers and your register results. Together they show what you were told, and when, which is what the Limoges court looked at.

Your next two steps

The extension. Add to Chrome — free or Add to Edge — free. Reading on your phone? Open this page on your computer. "The extension works in Chrome or Edge on a computer."
Your account. "Saving a listing takes a My list account. In it, the listings you save from different sites sit in one place." Create my account.

What else to look at before you buy, from the lease to the permits, is in our due diligence guide.

Get the free extension

Sources

Cour d'appel de Limoges, 23 October 2025, RG n° 24/00528 (Judilibre, Cour de cassation) (retrieved 29 October 2026)
Service-public.gouv.fr (Entreprendre), Cession du fonds de commerce à un tiers (F37197), checked by the site on 22 July 2026 (retrieved 29 October 2026)
Service-public.gouv.fr (Entreprendre), Comment savoir si une entreprise fait l'objet d'une procédure collective ? (F31195), checked by the site on 22 October 2025 (retrieved 29 October 2026)
Service-public.gouv.fr (Entreprendre), Qu'est-ce que le droit de préemption commercial de la commune ? (F22552), checked by the site on 27 January 2025 (retrieved 29 October 2026)
Service-public.gouv.fr (Entreprendre), Licences de débits de boissons (F22379), checked by the site on 27 November 2025 (retrieved 29 October 2026)
Annuaire des entreprises (data.gouv.fr) (retrieved 29 October 2026)
Infogreffe, Kbis et documents officiels: état d'endettement (retrieved 29 October 2026)
Infogreffe, Tarifs (updated 1 March 2026) (retrieved 29 October 2026)
BODACC, Bulletin officiel des annonces civiles et commerciales (retrieved 29 October 2026)
Buying a Small Business in France, a book by Grig Lien, chapter 1 (retrieved 29 October 2026)
Provenance Diligence, Free extension (retrieved 29 October 2026)

Buying a business in France: what exactly is for sale, and where it is written